The Making of 'Pirates of the Caribbean'

A brush with death, seasickness, four major locations, a pregnant star: Johnny Depp, Penelope Cruz, director Rob Marshall and Jerry Bruckheimer take THR inside the drama and fun behind the fourth film in Disney's epic $3 billion franchise.

In July 2009, Rob Marshall boarded a plane from New York to Los Angeles for talks that would alter his career, impact a near-$3 billion franchise -- and almost cost him his life.

Marshall, then in postproduction on the Weinstein Co.'s Nine, was among the very few directors whom producer Jerry Bruckheimer and Johnny Depp had shortlisted to captain a fourth installment of Pirates of the Caribbean after Gore Verbinski, helmer of the initial trilogy, opted to make Rango instead.

Their selection was critical: The Pirates series hadn't just grossed $2.7 billion at the global box office, it had fueled everything from Disneyland tickets to huge merchandising deals. But it had been two years since the previous incarnation, 2007's At World's End, which was widely panned. Bruckheimer knew how important it was to get his director right, especially with a new Disney Studios regime about to take charge under chairman Rich Ross.

"Oh God!" Bruckheimer says. "It's big family entertainment based on one of their cherished rides; it drives business through the theme parks and reminds people of the Disney brand throughout the world."

More than that, Pirates of the Caribbean: On Stranger Tides would draw revenue from "theatrical, DVD and everything from pay TV to broadcast TV," Ross notes. "We have a deal with Lego for a video game, and a publishing program. And obviously, we have an intricate relationship with the parks."

Satisfying these constituents would be a major aspect of Marshall's job. It was a factor he had never dealt with before. A former choreographer whose first feature, Chicago (2002), won the best picture Oscar, he'd had a financial disappointment with Memoirs of a Geisha (2005), would soon have another with Nine and was untested on a movie of this scope, budgeted at well beyond $200 million.

"I wanted to find out from the beginning what they had in store," he recalls.

So on July 21, Marshall and Bruckheimer met with Depp in his Melrose Avenue offices and ranged over everything, discussing the length of the commitment, the characters, the shooting schedule and a script already in place by Pirates regulars Ted Elliott and Terry Rossio that centered on the search for the Fountain of Youth. It would abandon two central characters from the franchise, Elizabeth Swann (Keira Knightley) and Will Turner (Orlando Bloom), whose story had concluded with a post-credits sequence in the third movie. In their place, the creative team introduced new characters: Blackbeard and his putative daughter, Angelica.

For Marshall, this act of reinvention was fundamental to the project's appeal. On Stranger Tides had "a whole new story line and set of characters. It felt new, and that was important to me."

By the end of the hourlong meeting, the project was a go.

"Rob is a very effusive man and very charming," Bruckheimer says. "After Johnny said yes, we started negotiating the deal."

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For Disney, the deal was crucial in order to maintain the studio's most powerful live-action series; for Ross, it meant a chance to place his imprint on the company's biggest franchise; for Marshall, it was an opportunity to helm the largest project of his career; and for Bruckheimer, it was essential to restoring his luster as the King of Summer.

Everyone was aware of how successful the Pirates films had been: 2003's The Curse of the Black Pearl had grossed $654.3 million worldwide, 2006's Dead Man's Chest had reaped a remarkable $1.07 billion, and At World's End had raked in $961 million. Could P4 equal that haul?

Marshall's deal might have been the easiest part of relaunching Pirates, which involved a 106-day shoot in Hawaii, Los Angeles, Puerto Rico and London; a crew of more than 1,000; 1,112 CGI shots; and a crammed postproduction schedule only half as long as the filmmakers desired.

The movie had effectively gotten under way three years earlier, when Elliott and Rossio first mentioned to Bruckheimer that the 1987 novel On Stranger Tides by fantasy writer Tim Powers might be a good basis for the fourth venture. The writers had already thought of Blackbeard and the Fountain of Youth as key story elements, Rossio notes, "but whenever you say those words, Powers' novel comes to mind. There was no way we could work in that field without going into territory Tim had explored."

Powers' book is set in the early 18th century, when John Chandagnac sets out to obtain an inheritance in Haiti and is waylaid by pirates, only to become one himself. Chandagnac, various buccaneers and a somewhat anachronistic Ponce de Leon encounter voodoo, zombies and the supernatural while on a quest for that famous Fountain.

After Disney purchased the novel and embarked on the complicated process of signing Bruckheimer and Depp -- no easy matter given that Depp's previous participations had netted him a reported $40 million to $50 million per film -- the writers hit a wall following the 2007-08 WGA strike. They didn't resume work until mid-2008.

"The way they operate, they spend quite a while just coming up with outlines and talking through character movements before writing," Bruckheimer explains. "That usually goes on for months."

Knowing Bloom and Knightley's arc was over, "we designed a story that would support new characters," Rossio says. "Blackbeard came from the book, and in the book there is a daughter character, too. But Jack Sparrow is not in the book, nor is Barbossa [Geoffrey Rush]. So I wouldn't call this an adaptation."

Depp was unusually involved in conceptualizing the film. "We worked very closely with him on the story design," Rossio adds. "We'd have late dinners where the wine and the ideas flowed freely." Among Depp's ideas: bringing in an official Spanish contingent to follow the heroes so this would not be just a tale of "pirates following pirates," Rossio recalls. The star also urged the writers to turn a swashbuckling character (played by Sam Claflin) into a missionary, lending a spiritual dimension that the writers embraced, while Elliott and Rossio themselves transformed a brief mermaid reference in the book into a vast attack sequence that dominates the center of the movie.

By the time Marshall started working with the writers after relocating to Malibu in January 2010 with his partner and executive producer John DeLuca, the bones of the screenplay were in place.

Now things moved at electric speed. With a release date set for May 2011, the director began refining the script, building the female lead and adding features. After working with the late directors Anthony Minghella and Sydney Pollack, Marshall says he had learned to "test a movie: You read a scene and ask questions, and are the answers in the script?"

Among the changes this testing brought about: "We felt we needed to make the race for the Fountain of Youth even more urgent," building the danger posed by the Spanish and actually starting the movie with them, rather than onboard Blackbeard's ship, where it had originally begun.

Disney had its own script notes, mainly designed to bring down the budget by tens of millions. To accommodate the studio, Marshall cut one of two lengthy chase sequences set in London.

"They were both about escaping," he explains. "One was a carriage chase that we actually expanded [after Depp flees St. James's Palace]. And there was another with Angelica and Captain Jack, we didn't feel we needed."

Bruckheimer shrugs off the budget restraints. "That's the normal business of producing," he says.

Now Marshall moved ahead casting two pivotal new roles, Blackbeard and Angelica, broaching the latter to his Nine star Penelope Cruz during a dinner in London. "It's a huge bill you must fill," he says. "To go toe-to-toe with Jack Sparrow, you have to be as clever and smart and funny and physical as he is."

With Ian McShane enlisted as Blackbeard and Rush back as Barbossa -- now a "privateer," or pirate in service of the king -- Marshall began to focus on the extraordinary logistics of Tides, knowing his June 14 start date was looming. Unable to recruit his usual cinematographer, Dion Beebe, who had a previous commitment, he retained Dariusz Wolski, the DP on all the previous Pirates films. Then he had to learn the intricacies of shooting in 3D.

Sony put him through an entire course, aware that 3D had never been used on location before. It was effective enough that Marshall can now give a mini-lecture on the "IO, the interocular distance" between cameras, which is measured in inches and used differently for close-ups and long shots.

"We really felt like pioneers," he says. "We were taking 3D equipment into these remote locations where you have the possibility of one of two cameras breaking" -- which they did, several times.

Meanwhile, production designer John Myhre scouted locales to create one of the most complicated set pieces, the London chase sequence, which would involve shutting down a whole series of streets in the suburb of Greenwich. Effects experts got under way on the CGI shots, and Disney's marketing team under division president MT Carney developed a strategy for the movie's global launch -- with its Disneyland premiere, followed by a Russian screening and a gala at Cannes, just days before the May 20 U.S. opening.

"We wanted to remind people of why they fell in love with Jack Sparrow in the first place and also introduce new elements in a way that was elegant," says Carney, noting she assigned a core group of seven under former Sony Pictures marketing president Valerie Van Galder specifically to work on the film.

With a group that grew to 80 as the movie progressed, Carney developed three trailers. One was released in December, another in March, and a 2011 Super Bowl spot was extended to become the third trailer. Through test groups, the marketing team soon learned what succeeded and what didn't.

"When we only focused on the new elements and minimized Jack Sparrow, that didn't work; there needed to be a solid amount of him," Carney says. "And when we made it more serious, that didn't work so well, either. People wanted a fun adventure."

Shooting on the adventure had by now commenced in the jungles of Hawaii, the very ones Steven Spielberg used for Jurassic Park. It was there that Marshall had his scariest moment.

"I remember standing on a cliff talking to Johnny and Penelope, who were below -- and I slipped," he recalls. With nobody to grab him, Marshall hurtled toward the precipice. Luckily, "I grabbed a vine just before I plunged. I would have been dead."

Still, he has no regrets about what he took on. Nor did he develop any as the cast and crew kept sliding and falling and becoming violently ill during the shipboard scenes. "You are having an adventure while you are making one," he quips.

The crew returned to Los Angeles after two months in Hawaii and re-created a Hawaiian cove for the mermaid sequence because of the dangers posed by the surf.

"It was brutal," he continues. "It's a 15-minute sequence -- and it was all shot at night, which means you are living like a vampire. It was complicated because of all the layers involved, with bluescreen work and 3D on water. I had never storyboarded before, but it was really necessary here."

As if this weren't enough, he also had to edit while he shot, just to meet his deadline.

"The most challenging thing was the delivery date," Bruckheimer explains. "We had a 22-week post, and for a picture like this, with almost 1,200 visual effects shots, it's usually 40 weeks. Rob was doing something very uncommon: turning over whole sequences before finishing the movie. After that, you couldn't add anything; you could just subtract."

With the mermaid sequence finished, along with shots on board the HMS Surprise, a replica of an 18th century frigate kept at the Maritime Museum of San Diego, a brief shoot followed on a desert island in Puerto Rico, then the crew relocated to England in September, working on a staggering eight stages at Pinewood Studios, where the climax -- the Fountain of Youth sequence -- was shot in the same tank used for the James Bond films.

In London, Marshall spent a week devoted to the chase sequence, centered on Greenwich's Old Royal Naval College and requiring 455 background players, 24 coaches with drivers and 48 horses. The art department in England alone employed 62 carpenters, 29 painters, 71 plasterers, 36 riggers and 14 sculptors. Despite constant rain, only a single day was lost to bad weather.

At last, shooting concluded November 18, 2010, with one of the movie's simplest scenes. "That's where Jack plans to mutiny," Marshall recalls, "and there's this lovely round robin where he tells a pirate, 'Tonight,' and that pirate tells somebody else, 'Tonight,' and it goes all the way around the ship and comes back to him."

In the end, the scene was one of the very few that didn't make it into the finished film.

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Now just hours before he puts the final touches to his work, color-timing 14 shots and supervising the ultimate stages of the 2D and 3D versions, Marshall seems remarkably calm for a man who has undergone a baptism by fire and almost died.

Sitting over lunch April 28 at Shutters on the Beach in Santa Monica, with his deep blue eyes and shock of brown hair, there's a warmth and gentleness to him that make one marvel that this man could helm a picture of such size. But he brought it in under budget and ahead of schedule, Bruckheimer says. And they've already started talks for a fifth Pirates.

Looking back, it's the joy of discovering Depp that Marshall relishes most. Asked what surprised him about the actor, he laughs: "Everything! His incredible elegance as a person, No. 1. He comes on the set and shakes everybody's hand in the morning. He has the manners of a gentleman from another time." Like Marshall himself.

The two bonded over their love of the past -- somewhat unexpected for those who think of Depp as ultra-contemporary or
as similar to his co-star, Keith Richards, the Rolling Stone who plays his father in the film.

"We felt, from our first meeting, exactly the same way: We were born in the wrong time," Marshall says. "I should have been working in the 1940s in the Arthur Freed [musical unit at MGM], and Johnny would have loved to be in the 1930s or '40s. He loves Hollywood lore."

It was Depp who insisted that Marshall view some of his favorite films, mainly from the 1950s or before but also including the 1965 Tony Richardson satire The Loved One. Their affinity for old times was reflected in the parting gifts they gave each other at the end of the shoot: a 1930s cigarette case from Marshall to Depp and a '30s cocktail shaker from Depp to his director.

Whether there'll be more gifts remains unclear.

Much will depend on how Stranger Tides performs, on Depp's schedule and on Disney's ability to market the film, the first greenlighted by Ross and so important to him and the studio that he went on location three times.

A new screenplay, written by Rossio, was due to be turned in by May 2. Marshall seems open to the idea. But after two years of shooting, after all those CGI shots and after overseeing everything from postproduction to nail-polish commercials, he is clearly exhausted.

Will there be a P5? Bruckheimer believes so. Still, he notes, "You know how fragile movies are."